Varney v. Ditmars

111 N.E. 822 (1916)

Quick Summary

Varney (plaintiff) contended that Ditmars (defendant) had broken their oral contract, which promised additional compensation and a profit share for completing certain projects in Ditmars’s office. Their disagreement arose when Varney was unable to work due to illness and was fired by Ditmars, who refused to honor their prior arrangement.

The issue before the Court was whether this oral contract’s terms were too vague to be legally binding. Ultimately, the Court upheld the lower Court’s decision, saying such indefiniteness in the contract could not form a basis for legal enforcement.

Facts of the Case

Varney (plaintiff), an architect and draftsman, entered into employment with Ditmars (defendant), an architect, in October 1910. Initially hired at a weekly salary of $35.00, Varney was later promised an additional $5.00 per week and a “fair share” of Ditmars’s profits if he completed certain long-standing projects.

This agreement was made in February 1911. Varney upheld his end by working extended hours, including Sundays and holidays. However, after Varney fell ill and could not work on Election Day as Ditmars had requested, he was discharged on November 11, 1911.

Upon recovery, Varney sought to return to work under the terms of the prior agreement but was denied by Ditmars. Consequently, Varney initiated legal action to enforce the agreement and recover lost wages and profit shares.

Procedural Posture and History

  1. Varney sued Ditmars in New York state court to enforce the profit-sharing agreement.
  2. The trial court dismissed the case, finding the agreement too vague and indefinite.
  3. Varney appealed to the Court of Appeals of New York.

I.R.A.C. Format


Whether the oral contract promising Varney a “fair share” of profits and his salary was too vague and indefinite to be legally enforceable.

Rule of Law

A contract must be definite and certain in its terms to be enforceable; agreements that are too vague or lack certainty are not legally binding.

Reasoning and Analysis

The court found that the promise of a ‘fair share’ of profits was too vague and uncertain to form a binding contract. The court emphasized that for a contract to be valid, there must be a meeting of the minds on specific terms or a method by which such terms can be determined. T

he court also distinguished between contracts for goods or services without a fixed price, which can imply a reasonable price based on market value or custom, and contracts like Varney’s, which lacked a clear standard for determining the promised share of profits.

The court reiterated that while contracts need not specify every detail, they must not leave essential terms open to conjecture. The court concluded that a ‘fair share’ could mean anything from nominal to substantial, making it impossible to enforce without further negotiation or agreement between the parties.


The Court of Appeals affirmed the trial court’s dismissal of Varney’s case, holding that the profit-sharing agreement was too indefinite to be enforced.

Dissenting Opinions

Justice Cardozo dissented, arguing that a promise to pay an employee a fair share of profits is not inherently too vague to be enforceable. He opined that there might be cases where such a promise could be measured against industry standards or customary percentages. However, Cardozo agreed that Varney failed to provide the necessary evidence to compute said profits.

Key Takeaways

  1. Oral contracts must have clear and definite terms for courts to enforce them.
  2. Using indeterminate terms such as “fair share” without a way to measure them can render a contract unenforceable.
  3. Even if one party performs under a vague agreement, only compensation for actual services rendered can be recovered on a quantum meruit basis.

Relevant FAQs of this case

How does the Court assess the definiteness of terms in oral contracts?

The Court evaluates oral contract terms for clarity and precision, ensuring they are specific and leave no room for ambiguity.

  • For example: If an oral contract states “delivery in a reasonable time,” it lacks the definiteness needed for legal enforcement, as what constitutes a “reasonable time” is unclear.

When is an agreement considered too uncertain for legal enforcement?

An agreement is too uncertain for legal enforcement when its terms are vague, unclear, or lack specificity, making it impossible to determine each party’s obligations.

  • For example: A contract promising “payment upon completion of satisfactory work” might be too uncertain if “satisfactory work” criteria are not explicitly defined.

Why is "quantum meruit" relevant in cases with indefinite contracts?

“Quantum meruit” is relevant in cases with indefinite contracts because it allows recovery based on the value of services rendered when specific contract terms are uncertain or not fully defined.

  • For example: If a contract vaguely promises a “fair share” of profits, “quantum meruit” might be invoked to determine a reasonable compensation based on the services provided.
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